[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 2847 Introduced in Senate (IS)]

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115th CONGRESS
  2d Session
                                S. 2847

 To provide that the Federal Trade Commission shall exercise authority 
with respect to mergers only under the Clayton Act and only in the same 
procedural manner as the Attorney General exercises such authority, and 
 to require the Federal Communications Commission to approve or deny a 
      license transfer application within 180 days of submission.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              May 15, 2018

    Mr. Lee (for himself, Mr. Hatch, Mr. Tillis, and Mr. Grassley) 
introduced the following bill; which was read twice and referred to the 
                       Committee on the Judiciary

_______________________________________________________________________

                                 A BILL


 
 To provide that the Federal Trade Commission shall exercise authority 
with respect to mergers only under the Clayton Act and only in the same 
procedural manner as the Attorney General exercises such authority, and 
 to require the Federal Communications Commission to approve or deny a 
      license transfer application within 180 days of submission.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

  TITLE I--STANDARD MERGER AND ACQUISITION REVIEWS THROUGH EQUAL RULES

SEC. 101. SHORT TITLE.

    This title may be cited as the ``Standard Merger and Acquisition 
Reviews Through Equal Rules Act of 2018''.

SEC. 102. AMENDMENTS TO THE CLAYTON ACT.

    The Clayton Act (15 U.S.C. 12 et seq.) is amended--
            (1) by striking section 4F (15 U.S.C. 15f) and inserting 
        the following--

``actions by attorney general of the united states or the federal trade 
                               commission

    ``Sec. 4F.  (a) Whenever the Attorney General of the United States 
has brought an action under the antitrust laws or the Federal Trade 
Commission has brought an action under section 7, and the Attorney 
General or Federal Trade Commission, as applicable, has reason to 
believe that any State attorney general would be entitled to bring an 
action under this Act based substantially on the same alleged violation 
of the antitrust laws or section 7, the Attorney General or Federal 
Trade Commission, as applicable, shall promptly give written 
notification thereof to such State attorney general.
    ``(b) To assist a State attorney general in evaluating the notice 
described in subsection (a) or in bringing any action under this Act, 
the Attorney General of the United States or Federal Trade Commission, 
as applicable, shall, upon request by such State attorney general, make 
available to the State attorney general, to the extent permitted by 
law, any investigative files or other materials which are or may be 
relevant or material to the actual or potential cause of action under 
this Act.'';
            (2) in section 5 (15 U.S.C. 16)--
                    (A) in subsection (a), by inserting ``(including a 
                proceeding brought by the Federal Trade Commission with 
                respect to a violation of section 7)'' after ``United 
                States under the antitrust laws''; and
                    (B) in subsection (i) by inserting ``(including a 
                proceeding instituted by the Federal Trade Commission 
                with respect to a violation of section 7)'' after 
                ``antitrust laws'';
            (3) in section 11 (15 U.S.C. 21), by adding at the end the 
        following:
    ``(m)(1) Except as provided in paragraph (2), in enforcing 
compliance with section 7, the Federal Trade Commission shall enforce 
compliance with that section in the same manner as the Attorney General 
in accordance with section 15.
    ``(2) If the Federal Trade Commission approves an agreement with 
the parties to the transaction that contains a consent order with 
respect to a violation of section 7, the Commission shall enforce 
compliance with that section in accordance with this section.'';
            (4) in section 13 (15 U.S.C. 23), by inserting ``(including 
        a suit, action, or proceeding brought by the Federal Trade 
        Commission with respect to a violation of section 7)'' before 
        ``subpoenas''; and
            (5) in section 15 (15 U.S.C. 25), by inserting ``and the 
        duty of the Federal Trade Commission with respect to a 
        violation of section 7,'' after ``General,''.

SEC. 103. AMENDMENTS TO THE FEDERAL TRADE COMMISSION ACT.

    The Federal Trade Commission Act (15 U.S.C. 41 et seq.) is 
amended--
            (1) in section 5(b) (15 U.S.C. 45(b)), by inserting 
        ``(excluding the consummation of a proposed merger, 
        acquisition, joint venture, or similar transaction that is 
        subject to section 7 of the Clayton Act (15 U.S.C. 18), except 
        in cases where the Commission approves an agreement with the 
        parties to the transaction that contains a consent order)'' 
        after ``unfair method of competition'';
            (2) in section 9 (15 U.S.C. 49), by inserting after the 
        fourth undesignated paragraph the following:
    ``Upon the application of the commission with respect to any 
activity related to the consummation of a proposed merger, acquisition, 
joint venture, or similar transaction that is subject to section 7 of 
the Clayton Act (15 U.S.C. 18) that may result in any unfair method of 
competition, the district courts of the United States shall have 
jurisdiction to issue writs of mandamus commanding any person or 
corporation to comply with the provisions of this Act or any order of 
the commission made in pursuance thereof.'';
            (3) in section 13(b)(1) (15 U.S.C. 53(b)(1)), by inserting 
        ``(excluding section 7 of the Clayton Act (15 U.S.C. 18) and 
        section 5(a)(1) with respect to the consummation of a proposed 
        merger, acquisition, joint venture, or similar transaction that 
        is subject to section 7 of the Clayton Act (15 U.S.C. 18))'' 
        after ``Commission''; and
            (4) in section 20(c)(1) (15 U.S.C. 57b-1(c)(1)), by 
        inserting ``or under section 7 of the Clayton Act (15 U.S.C. 
        18), where applicable,'' after ``Act,''.

SEC. 104. EFFECTIVE DATE; APPLICATION OF AMENDMENTS.

    (a) Effective Date.--Except as provided in subsection (b), this 
title and the amendments made by this title shall take effect on the 
date of the enactment of this Act.
    (b) Application of Amendments.--The amendments made by this title 
shall not apply to any of the following that occurs before the date of 
enactment of this Act:
            (1) A violation of section 7 of the Clayton Act (15 U.S.C. 
        18).
            (2) A transaction with respect to which there is compliance 
        with section 7A of the Clayton Act (15 U.S.C. 18a).
            (3) A case in which a preliminary injunction has been filed 
        in a district court of the United States.

   TITLE II--FEDERAL COMMUNICATIONS COMMISSION MERGER PROCESS REFORM

SEC. 201. TIME LIMITS FOR COMMISSION ACTION ON TRANSFERS AND 
              ASSIGNMENTS.

    Title IV of the Communications Act of 1934 (47 U.S.C. 401 et seq.) 
is amended by adding at the end the following:

``SEC. 417. TIME LIMITS FOR COMMISSION ACTION ON TRANSFERS AND 
              ASSIGNMENTS.

    ``(a) Definition.--In this section, the term `covered application' 
means an application for the transfer of control or assignment of any 
license or authorization subject to the jurisdiction of the Commission.
    ``(b) Requirements.--
            ``(1) In general.--Notwithstanding any other provision of 
        law, including section 309(e), the Commission--
                    ``(A) shall approve or deny a covered application; 
                and
                    ``(B) may not designate a covered application for 
                hearing, unless the Commission first determines by a 
                majority vote that a material factual question exists 
                about misrepresentation or lack of candor by the 
                applicant.
            ``(2) Determination.--Except as provided in paragraph (3), 
        the Commission shall make a determination to approve or deny a 
        covered application not later than 180 days after the date on 
        which the applicants provide to the Commission the last 
        submission, relating to the application, before the Commission 
        provides public notice of the application.
            ``(3) Extensions.--
                    ``(A) In general.--
                            ``(i) Request.--During the 180-day review 
                        period under paragraph (2), the Commission may 
                        apply to the United States District Court for 
                        the District of Columbia for an extension of 
                        that period for an additional 30 days by filing 
                        a motion to extend that references this 
                        section.
                            ``(ii) Court determination.--The court may 
                        grant an extension of the 180-day review period 
                        requested under clause (i) if--
                                    ``(I) the court finds that the 
                                applicants for the transfer of control 
                                or assignment have not substantially 
                                complied, in a timely manner, with a 
                                reasonable request by the Commission 
                                for information;
                                    ``(II) the Commission shows, by 
                                clear and convincing evidence, that the 
                                Commission is unable to complete review 
                                within the 180-day review period; or
                                    ``(III) an Executive agency (as 
                                defined in section 105 of title 5, 
                                United States Code) has requested in 
                                writing that the Commission delay a 
                                determination pending the Executive 
                                agency's national security review of 
                                the transfer of control or assignment.
                    ``(B) Additional extensions.--The Commission may 
                request, and the court may grant, additional 30-day 
                extensions in the same manner as an initial extension 
                under subparagraph (A).
    ``(c) Approval Absent Commission Action.--
            ``(1) In general.--A covered application shall be deemed 
        approved without conditions if the Commission does not approve 
        or deny the application or apply for an extension during the 
        applicable period under subsection (b).
            ``(2) Pending litigation.--
                    ``(A) In general.--Except as provided in 
                subparagraph (B), if the 180-day review period under 
                subsection (b)(2) has expired, the Commission may not 
                deny a covered application, or approve a covered 
                application with conditions, during the pendency of any 
                litigation relating to a request by the Commission for 
                an extension under subsection (b)(3) with respect to 
                the covered application, including any time during 
                which a court has entered a stay pending appeal or 
                administrative stay of such litigation.
                    ``(B) Extension request denied after 180-day review 
                period.--If a request for an extension under subsection 
                (b)(3) is denied after the expiration of the 180-day 
                review period under subsection (b)(2)--
                            ``(i) the Commission shall make a 
                        determination to approve or deny the covered 
                        application not later than 10 days after the 
                        date on which the extension request is denied; 
                        and
                            ``(ii) the covered application shall be 
                        deemed approved without conditions if the 
                        Commission does not approve or deny the 
                        application during the 10-day period described 
                        in clause (i).
    ``(d) Burden of Persuasion Shifted.--Notwithstanding any other 
provision of law, including section 706 of title 5, United States Code, 
in a judicial appeal of a Commission decision to deny a covered 
application, the Commission shall bear the burden of persuasion to 
demonstrate that the decision is--
            ``(1) permitted under applicable statutes and regulations; 
        and
            ``(2) supported by the required amount of factual 
        evidence.''.

SEC. 202. TECHNICAL AND CONFORMING AMENDMENT.

    Section 310(d) of the Communications Act of 1934 (47 U.S.C. 310(d)) 
is amended, in the second sentence, by inserting before the semicolon 
the following: ``, except as otherwise provided in section 417''.

SEC. 203. EFFECTIVE DATE.

    The amendment made by section 201 shall apply with respect to any 
covered application that is submitted to the Federal Communications 
Commission on or after the date of enactment of this Act.
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